TIDMSTEL
RNS Number : 1132G
Stellar Diamonds PLC
28 February 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014 AND HAS BEEN
ARRANGED FOR RELEASE BY KARL SMITHSON, CHIEF EXECUTIVE OFFICER OF
THE COMPANY
28 February 2018
Stellar Diamonds plc ("Stellar" or the "Company")
Statement re. Rule 2.6 Extension
On 1 February 2018, the Board of Stellar announced it was in
advanced negotiations regarding a possible share offer for the
entire issued and to be issued share capital of the Company by
Newfield Resources Limited ("NWF") ("Possible Offer").
In accordance with Rule 2.4(c) of the City Code on Takeovers and
Mergers (the "Code"), NWF was required, pursuant to Rule 2.6(a) of
the Code, by 5:00 p.m. on 1 March 2018 (the "relevant deadline"),
to either (i) announce a firm intention to make an offer for
Stellar in accordance with Rule 2.7 of the Code or (ii) announce
that it does not intend to make an offer for Stellar.
In accordance with Rule 2.6(c) of the Code, at the request of
the Board of Stellar, the Panel on Takeovers & Mergers (the
"Panel") has consented to an extension of the relevant deadline
until 5:00 p.m. on 16 March 2018, to enable the parties to continue
their ongoing discussions. By this time NWF must either announce a
firm intention to make an offer for Stellar in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for Stellar, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Code applies. This new
deadline can be only extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
Further announcements will be made as and when appropriate.
Enquiries:
Karl Smithson, Stellar Diamonds plc Tel: +44 (0) 20
CEO 7010 7686
Sandy Jamieson Cairn Financial Advisers Tel: +44 (0) 20
Emma Earl LLP (Nominated Adviser 7213 0880
and Rule 3 Adviser
to Stellar)
Cairn Financial Advisers LLP, which is authorised and regulated
by the Financial Conduct Authority, is acting for the Company as
financial adviser in relation to the possible offer for the Company
and is not acting for any other person in relation to such possible
offer for the Company. Cairn Financial Advisers LLP will not be
responsible to anyone other than Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this document or any possible offer for
the Company or arrangement referred to herein.
The Directors of the Company accept responsibility for the
information contained in this announcement and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case) the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Important notice
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. This announcement does not constitute a
prospectus or a prospectus equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This announcement
has been prepared for the purposes of complying with English law
and the Code and the information disclosed in this announcement may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1993, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchanger offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.stellar-diamonds.com in accordance with Rule
26.1 of the Code by no later than 12 noon (London time) on the
business day following this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRFKODNNBKDFBB
(END) Dow Jones Newswires
February 28, 2018 02:00 ET (07:00 GMT)
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